Laws are broken on HBO’s hit show “Succession,” but it’s not because the lawyers aren’t there to lend a hand.
Peter Lyons, a University of Virginia graduate and UVA professor of law, serves as a legal consultant for the series and offers the writers advice on how to keep the characters on the safe side of legal plausibility. He is teaming up with Professor Cathy Hwang to teach a January law school class starting Tuesday on the kinds of thorny legal issues that arise in the Emmy-winning series.
The show, which just wrapped its third season, began as the health of family patriarch Logan Roy, who heads global media and entertainment conglomerate Waystar/Royco, comes into question. The dysfunctional storylines of the family members quickly follow.
“It’s been a lot of fun,” Lyons said. “The writers often try to push conflict between characters, and I have to embrace the conflict and try to be sure that the situations causing the conflict could actually happen. It’s quite a change; clients generally want that we help them minimize conflict.”
Lyons has been a corporate lawyer specializing in mergers and acquisitions since 1986. He was head of the M&A group at Shearman & Sterling and has been an M&A lawyer at Freshfields Bruckhaus Deringer since 2014. He has been involved in advising on show through a UK firm working with the show’s lead business consultant, Merissa Marr, who asked her to speak to Marr about some of the US company law issues raised on the show.
From “poison pills” to “bear hug,” writers had a lot to learn.
Although he primarily consults by phone, Lyons visited the set for a week while filming the fifth episode of the third season, which focuses on the proxy fight that culminates at Waystar/Royco’s annual shareholder meeting. .
“I was helping with the pacing of the meeting, as well as the look of the meeting and the ‘war rooms’ where the various parties hunkered down during negotiations,” Lyons said.
Despite the series’ high drama, Lyons said there was some truth to the storylines.
“I think most corporate intrigue could happen,” Lyons said. “Not very often and not quite in this way, but something very close to these scenes is happening.”
Lyons said he helped Marr figure out how to establish the corporate machinery behind the clashes between Logan (played by actor Brian Cox) and his children in the Season 3 finale scene. (Spoilers ahead .)
“Merissa and I came up with the idea that the Roys would have a family holding company — similar to National Amusements, which owns Redstone’s stake in Viacom/CBS,” Lyons explained.
The bylaws of that holding company were changed as part of Logan’s divorce settlement review that prompted his wife, Caroline, to back Logan in the proxy fight.
“This amendment included a requirement that a supermajority of holding company shareholders approve any change in control of Waystar/Royco,” Lyons said, “thus allowing all family shareholders acting together to fend off a takeover.”
If that sounds complicated, you can see why such a course would help train future corporate lawyers, many of whom attend the school’s John W. Glynn, Jr. Law & Business program.
“The goal of the course is to delve into some of the corporate law issues and show students how these might translate into their real-life practices,” Hwang said. “For example, we discuss whether Logan should have disclosed his illness under securities law. Students debate the issue and practice explaining their rationale to a board of directors. »
For this question, Hwang added, the course asks alumnus Susan Muck ’86, a securities attorney at the law firm WilmerHale who regularly deals with these kinds of disclosure issues, to talk to students about what she would advise the company to do.
Before becoming a law professor, Hwang also worked on mergers and acquisitions at the law firm Skadden, Arps, Slate, Meagher & Flom, and M&A is one of the topics she writes about today in her stock Exchange. Three of his articles have been voted by professors of business law among the 10 best articles of the year in corporate and securities law.
Hwang and Lyons will engage their students in further exercises focusing on corporate law issues similar to those covered on the show.
By the way, a bear hug occurs when a company publicly offers to acquire another company at a much higher price than the company’s shares are trading on the market.
“Boards need to do what’s best for shareholders, so if the bear hug is a particularly high price, the board may have no choice but to seriously considering selling the business,” Hwang said. “It’s a very public way for a buyer to say they want to buy the business, sometimes after unsuccessful private negotiations beforehand.”
Poison pills allow a company’s shareholders to purchase additional shares at a great discount, which can dilute a hostile new party’s stake. Defensive tactics can be used to discourage, or at least delay, a hostile takeover.
January term courses, typically offered over four or five days as one-credit courses before the start of the spring semester, allow students to quickly but deeply delve into a specific topic. Other courses offered next week include Cryptocurrency Law and Policy and Title IX: The Law and Policy of Gender Discrimination in Education, to name a few.
“Succession” has been renewed for a fourth season, so students may have even more to learn next January.